Scootaloo stood at the end of the long, slaloming drive up to the Silver Estate's stately mansion with a peculiar sense of unease. While she and her parents had occasionally walked down Levade Lane purely to enjoy the undeniable beauty and majesty of the immaculately tended estate gardens and the magnificent, architecturally stunning buildings beyond, they had never actually approached any of the mansions directly. This was less out of a sense of propriety than simply because most of the estates--this one included--were bordered by tall, imposing wrought-iron fences, beautifully crafted but obviously designed to keep undesired guests from traipsing idly across the lawn. The gates that closed off the path up to the Silver Estate were intricate and brilliant, burnished silver and decorated with delicate silver stars that glittered in the flickering light of the recently-ignited streetlights. Even so, there was something distinctly foreboding about the address, a clear sense that she was not particularly welcome here, and if she was admitted at all, it would be under protest. Combined with the fact that the weather was slowly moving in an unpleasant direction--a fairly severe thunderstorm had been announced for that night, and the suddenly chilly air and biting wind slicing through her fur suggested it wasn't far off--it was almost enough to convince her to give up entirely and go back home.

Of course, she would never do that, because doing so would require her to explain to her parents that she hadn't even really tried to do what she was here to do. While they wouldn't yell or scold her, they would both pull faces utterly saturated with disappointment--Octavia with a small, sad smile, Vinyl with a heavy sigh and shallow nod--and Scootaloo would retreat to her bedroom, deflated and ashamed. It was infinitely worse than being shouted at, and not something she was eager to experience frequently if she could help it. The young pegasus sighed and scanned the brick columns on either side of the gate for some sort of clue as to how she might gain entry. There was a small silver button under a matte black speaker on the left column. With a gnawing sense of trepidation, she walked over to the button and pressed it with a hoof.

A quiet ping sounded from the speaker, followed almost immediately by a firm, clear voice with a slightly haughty tone. "Silver residence. Please state the nature of your visit."

"Oh, um..." Scootaloo suddenly blanched. How exactly was she supposed to explain why she was here? Hi, I'm just here because I lied to and then humiliated the daughter of the stallion who employs you. Can I come in? Scootaloo almost snorted out loud at the absurdity of the statement. Instead, she simply said, "I'm a...friend of Silver Spoon's."

The voice responded instantly. "Is she expecting you?"

Scootaloo winced. "Um...no, not exact--"

"Visitors without a standing appointment are not admitted after sundown."

"Could you...at least tell her I'm here? See if she'll let me in anyway." On a moment of inspiration she added. "It's about a project we have to work on for school, and it's really important."

There was a brief pause, but then the stallion said, "I shall...see what I can do."

"Thanks," Scootaloo said with a sigh somewhere between relief and frustration. A few moments passed before a different voice emanated from the speaker.

"Who is this?"

"Um...my name's Scootaloo. Scratch-Philharmonica," she added in a rush.

"Scootaloo?" the voice repeated.

Scootaloo nodded before realizing the gesture was futile. "Um, yeah. Scratch-Phil--"

"You are a friend, you say, of Miss Spoon's?" the stallion's voice interrupted, supremely uninterested in her addition.

"Well..." Scootaloo waffled for a moment, "maybe not really good friends, anyway, but..."

"From school?"

"Yeah," Scootaloo affirmed. "We're working on a project together, and I needed to ask her something about it."

"I see. Well, Miss Spoon is currently indisposed, and not willing to entertain." There was a distinct, albeit subtle hint of frost in the stallion's words.

"Yeah, I bet she is..." Scootaloo muttered. "That's actually what I wanted to talk to her about. I think I know what's wrong, and I need to talk to her about it."

"Is that so?" The tone had lost its frosted edge somewhat. There was a long pause, so long that Scootaloo was about to speak up again to make sure she hadn't been forgotten or dismissed when the voice returned. "I shall open the gate. Please come straight to the front door, and do not stray from the hoofpath."

"Sure thing," Scootaloo said as the gate was suddenly enveloped with a shimmering pearl-colored aura of magic and the lock within clicked open. The gates began to slide apart, and the pegasus walked cautiously between them and up the front path towards the entrance. They closed immediately again behind her, latching together with a startlingly resonant clang that brought absurd mental images of prison bars slamming to her mind. She shook off the unpleasant surge of adrenaline the clash had sent racing through her veins and continued.

The walk took longer than she had expected, mostly due to the intentionally meandering route the hoofpath took through the immaculately manicured estate gardens, past quietly flowing fountains and still-as-glass ponds with large orange-and-black fish floating lazily beneath water so clear they might have been hovering above the gravel and moss covering the basin. The mansion itself loomed vast and silent in the distance, the multitude of windows glowing softly in the slowly darkening evening. It seemed to watch her as she approached, suspiciously judging her intent on these hallowed premises. An uncomfortable tingle niggled at the skin between her wings, and she hastened to make her way to the end of the path and up to the front door.

She was about to raise a hoof to knock when the door swung soundlessly inwards, bathing the front stoop in a brilliant wedge of light. Scootaloo squinted against the sudden brightness as the second voice from the speaker said, "Miss Scootaloo, I presume?"

Scootaloo blinked a few times as her eyes adjusted and a face swam into view to match the voice. She was fairly certain that she had never seen a stallion that was dressed quite so impeccably, or who stood so stiffly, or who exuded quite the same sense of confidence, poise, and purpose. His fur was a startling white, a severe contrast to his crisp black tuxedo and deep blue eyes. His expression was nearly inscrutable, although Scootaloo imagined she could sense a certain indescribable shadow hovering on the edges of his mouth and eyes. The pegasus suddenly realized she was staring and cleared her throat, a light blush coloring her cheeks as she raised her eyes to meet his. "Um...yeah. I'm Scootaloo. Scratch-Phil--"

Once again, the stallion cut her off. "Please come inside. Stay in the foyer, if you would."

"Uh...right." Scootaloo stepped into the entryway, and the stallion closed the door behind her. Even from here, Scootaloo could see that this was an exquisite, expensive, and enormous house. The exterior, while impressive, had done nothing to imply the sheer vastness and opulence of the interior. The entryway alone was beautifully adorned, with modest sculptures and paintings gracing the walls on either side. The floor was covered in a pure white carpet that Scootaloo was horrified to discover her hooves had left a jarring tan streak of dirt on. "Oh buck, I'm so sorry! I didn't mean--"

"It's fine," the stallion said, his voice quietly unconcerned. "This is the foyer. The carpet is intended to be used to clean one's hooves. Please make certain that you do so before you go any further. Also, I have a few questions I would like to ask before I permit you to enter the household proper."

"Uh, okay." Scootaloo absently shuffled her hooves on the thick pile of the carpet while she maintained eye contact with the stallion, who was now returning her appraising stare.

"So, Miss Scratch-Philharmonica, you say you are a friend of Miss Spoon's?"

"Yeah," Scootaloo said, pointedly resisting the urge to gawk at the expansive household beyond the entrance. "We're working on a project together in school."

"I see." The unicorn's eyes narrowed. "I was unaware that Miss Spoon had any friends aside from Miss Tiara, at least none that would go so far as to make their way out to the Estate to visit her."

This seemed to her an unusual comment to make, but she responded anyway. "Yeah, well, like I said, we're work--"

"She has however mentioned a few classmates she would describe as...antagonistic at best." He raised an eyebrow at her. "That wouldn't include you, would it?"

"Uh..." Scootaloo was momentarily caught off-guard. All she knew of household servants in high society she had learned from rumor and fiction, leaving her with mostly overwrought caricatures to draw on, but the unicorn in front of her didn't fit the archetype she had expected. He seemed substantially more familiar and involved with the family than the aloof, disconnected butlers and servants of lore. While he maintained a consistent air of dignity and calm, Scootaloo detected a somewhat less-than-subtle undercurrent of mistrust and anger bubbling beneath his professional demeanor. He was definitely upset about something, and his defensive attitude towards Silver Spoon suggested that that 'something' probably involved her.

To that end, Scootaloo was fully prepared to lie to the unicorn, to innocently indicate she had no idea who might be mistreating Silver Spoon at school. She suspected that any of the aforementioned 'antagonists' would be thoroughly unwelcome in this household. The words caught in her throat, though, as her mother Octavia's voice suddenly echoed in her memory, recalling the end of a long, scathing lecture she'd received years ago.

"No matter what, always be honest. We will never be angry with you for telling us the truth. We might be upset at what you tell us, and we might be upset for what you've done, but as long as you are honest, we will always understand and forgive you. Lying to us will just make us think you don't trust us, and that hurts much worse than any trouble you could get into."

The pegasus sighed. Lying had gotten her into this stupid mess, and further lies were not likely to help the issue much. "Yeah...yeah, it includes me. Or did, anyway." The unicorn's eyes hardened, but he didn't say anything. Scootaloo continued. "But I'm actually here to apologize for...well, something I said earlier today. I think it really upset her, and I feel pretty bad...I just need a few minutes, that's all. If she doesn't want to see me, or she wants me to leave, fine. I just need someone to tell her I'm here to apologize, and I'd really appreciate it if she could just hear me out. Just for a bit." She paused, and then added in a quiet voice, "Please."

There was a long silence. The unicorn's eyes slowly panned back and forth across her face, scrutinizing one eye and then the other as if to catch one of them off guard and thereby discern the honesty of her words. "You realize," he said slowly, "that it takes great cowardice to attack the defenseless and the downtrodden." The words fairly dripped with disdain as he spoke, literally raising his muzzle to look down his nose at her. Stung, Scootaloo's face flushed with outrage at being scolded by somepony she had only just met, somepony who knew nothing about her but what his employer's daughter had told him. He had no idea how she thought, or what her life was like, or what Silver Spoon and Diamond Tiara had put her through over years of--

"But," he continued, interrupting her internal rant, his voice and expression suddenly much softer, "it takes even greater courage to admit that one has made such a mistake, and to seek forgiveness." He paused. "It is a rare trait, especially in youth." Scootaloo wasn't entirely certain how to respond to this. Her fury had been doused with such speed that she was left emotionally flummoxed for the moment. She hadn't quite recovered when he continued. "Very well. Come with me, please; I will escort you to Miss Spoon's room, and she can decide whether to see you or not."

"Thank you," Scootaloo said, breathing a sigh of something between relief and exasperation.

"Do not be surprised, however," he continued, "if she is less than enthusiastic about your visit."

"Yeah, I won't be," Scootaloo muttered as she followed the stallion out of the foyer and into the immense grand staircase beyond. A gigantic chandelier hanging from the cupola illuminated the two circular staircases ringing the room. The unicorn led Scootaloo up the rightmost case and down the hallway on the second floor. The hall was not as well-lit as the stairway had been, but the lower light only seemed to accentuate the sophistication of the exquisite decorations here. Professional photographs of family members both past and present were interspersed with magnificent paintings and sculpture.

Scootaloo gawked at every piece she passed, her head swiveling back and forth as she marveled at the wealth on display. The young pegasus didn't usually spend much time contemplating the relative wealth of the ponies she knew. She was unconsciously aware of the economic status of some of her friends--Apple Bloom, for example, was of course a farm pony, and most of the Apple family's wealth was immediately siphoned back into the farm to keep it running; Sweetie Belle's family was comfortable but not rich, although her sister Rarity made a fairly impressive living that resulted in frequent, often valuable presents, like the cello she had been given for completing a full year of lessons with Octavia--but most ponies were roughly financially equal. The Silver family was clearly one of those mythical outliers that redefined wealth.

It was more than just the valuable art or the massive house that spoke of wealth, however. Any rich pony could purchase a lot of stuff and fill a big house with it, but only the truly wealthy families could afford to hire the expertise to arrange it properly, or the resources to display it, or the staff to care for it. The Silver family, Scootaloo could easily see, had each of these in spades. The manor may as well have been a museum.

The unicorn paused halfway to the end of the hallway. He glanced over his shoulder at Scootaloo. "Please wait here if you would. These are, after all, Miss Spoon's private chambers."

"Oh, of course." Scootaloo stepped back and sat on her haunches on the polished wood floor. It was cool and perfectly smooth under her flanks, and she resisted a ridiculous urge to wiggle her rump on the unusual surface, fascinated by the sensation. The unicorn continued all the way to the last door at the end of the hallway. He knocked politely, and a moment later the door opened a crack.

Silver Spoon's voice, quiet and low, was incomprehensible from this distance, but Scootaloo recognized immediately the gentle shudder of a voice recently torn by bitter sobs. Her heart sank, and she reflexively looked at her hooves, only to see her own guilty face staring back at her in the reflective polish between them. She forced herself to keep staring as the unicorn quietly relayed Scootaloo's message. Silver Spoon's reply was audibly surprised, and somewhat more stable. After a short exchange, Scootaloo thought she heard an affirmative response, and the white stallion came back down the hall, saying, "The young lady will, however briefly, entertain your visit."

"Really?" Scootaloo beamed. "Awesome!"

"Yes, well..." The unicorn's mouth twitched at the corners. "Please be mindful of your words and your attitude. I do not wish to be required to summon security and have you unceremoniously escorted back to the street."

"Uh...yeah, I will." Scootaloo got back to her hooves and trotted down the hallway towards the slightly open door. Hesitantly, she nosed it open a bit further, sticking her head into the room. "Silver Spoon?"

"Yes, come in," Silver Spoon's voice said from somewhere behind the door. Scootaloo did as she was asked, carefully sidling into the room and standing awkwardly next to the door.

The room was huge. Well, comparatively speaking, anyway. Like everything else in the manor, Silver Spoon's bedroom was incredible in its scale, with a ceiling higher than Scootaloo's house was tall, and more area than their entire floor plan. One whole wall was studded with giant windows, each with a long, flowing set of pink velvet patterned drapes drawn across them. Unlike the hallway, the floor here was covered in a thick carpet, like the entryway, although the carpet here was a light rose color, paler than the drapes, with a short pile that was comfortable but didn't catch on her hooves.

On the opposite wall, Scootaloo could see two wardrobes flanking an ornate white vanity, the mirror of which had several photos and notes taped to it. Another wall had a heavy dark mahogany desk pushed against it, with a tall bookshelf nearby. The shelves were mostly bare, with only a few visibly untouched novels on the lower shelves, and some of their old schoolbooks lying on higher ones. The rest of the room was filled with many of the items Scootaloo would have expected to find in a rich filly's bedroom, from long shelves full of stuffed animals, many larger than the pony who owned them; to a elegant small-scale dollhouse, exquisitely painted and clearly magical; to a tall curio cabinet with brightly illuminated treasures, jeweled dolls, and intricately worked metal toys.

As was the case in the rest of the house, the walls were adorned with artwork and a few photographs, although Scootaloo noted with some surprise that there didn't seem to be any pictures of her family hung anywhere. At least, it didn't appear that way; none of the ponies in the pictures looked like they could possibly be related to a silver earth pony, although Scootaloo was well aware that she was living proof that families came in the strangest shapes and sizes.

"Well, don't just stand there. Close the door and come inside already." Across the room, some fifteen hooves away, Scootaloo's gaze finally found Silver Spoon lying on top of the comforter of a huge four-poster bed pushed up against the wall opposite the windows. Strewn across the bedspread in front of her was a large collection of books and papers, which she was scanning absently as she spoke.

Her voice was, as Scootaloo had detected earlier, still slightly thick and raspy, as though she'd only recently managed to stem the flow of bitter, painful sobs. A lump of guilty sympathy rose in the back of Scootaloo's throat, her resolve to make things right hardening fiercely at the sound.

"Sure thing, I--" Scootaloo carefully raised a hoof and closed the door as lightly as she could, jumping slightly as the well-oiled hinges allowed it to swing freely and slam shut with a crash. "Buck, sorry."

Silver Spoon looked up with a ghost of a smile on her face. "Yeah, it takes some practice. Don't worry about it."

"Er...right." Scootaloo rubbed the back of her neck with a hoof, wondering how to start the conversation she had come to have. Drawing a blank, she fished pathetically. "So, um...nice room you've got here. Very...big."

Silver Spoon was not going to play along. She sighed heavily, her eyes half-lidded behind her glasses. "What do you want, Scootaloo? I've got homework to finish, and it's not exactly doing itself like yours does."

Scootaloo laughed roughly. "I wish my homework did itself. Especially the essays." She shook her head. "Pegasi are not designed to spend that much time sitting still and just...writing."

"The math homework, then."

"Still doesn't do itself." Scootaloo shrugged. "It just comes easier to me than you, I guess."

"Clearly," Silver Spoon deadpanned.

"Well, there's nothing wrong with that."

"Oh, please." Silver Spoon sneered. "You and your friends just love to see me get up and mess up some math problem or other on the board so you can giggle to each other about it later, don't you?"

"No, we don't!" Scootaloo said defensively, reflexively. Silver Spoon raised a skeptical eyebrow at her. Scootaloo gritted her teeth and backtracked. "I mean...well, okay, yeah, we used to...or I used to, anyway, but I'm...I'm not doing that anymore. I don't want to do that anymore."

"Uh-huh," Silver Spoon muttered, returning her gaze to her books.

"Seriously," the pegasus said, walking across the room towards the bed. "Look, I've been thinking...and talking to my parents...and I guess I just--" She suddenly stopped talking as her train of thought skipped off the tracks and exploded in a fireball as she got close enough to see Silver Spoon properly. The other filly's mane and tail weren't bound up in their usual braids. Instead, the hair of her tail was spread across the bedspread, impossibly voluminous and shining richly in the lamplight. Her mane hung heavily around her face and down her shoulders, falling in long curtains through which her forelegs poked, crossed loosely in front of her as she read. She was lying on her side, with her long, svelte rear legs extended through her blanket of a tail and her cutie mark starkly visible on her smoothly brushed flank.

For several seconds, Scootaloo found herself unable to speak or move. Her heart suddenly fluttered against her ribs as a hundred images from a deeply hidden vault in her secret subconscious suddenly roared back into her imagination, recalling the dream she had only just begun to forget she had experienced, and bringing back into uncomfortably clear focus the feelings that had accompanied it. A hot, embarrassing blush suddenly raced onto her cheeks as her body traitorously responded to the sight by slipping easily into an adrenaline-fueled overdrive.

Silver Spoon watched her curiously, confused as to why she'd suddenly locked up. "You guess you just what?" When Scootaloo didn't immediately respond, she tilted her head to the side and said, "Scootaloo?"

Scootaloo's rational mind finally clawed its way back into control and she shook her head, blinking. "Uh, sorry. I just remembered...something." The blush deepened as she furiously buried the unwelcome images again, ignoring the sudden heat starting to spread across her midsection and between her flanks. The muscles of her wings were taut and anxiously trying to extend, but she resisted, keeping them close to her sides. "Something...weird. Anyway, just lost my train of thought for a second. What was I saying?"

Silver Spoon rolled her eyes and sighed. "You were, I believe, attempting to convince me you weren't going to laugh at me when I failed to do problems on the board anymore. I remain, as you might expect, unconvinced."

"Er...right." Scootaloo took a deep, steadying breath and refocused her attention. "Well, like I was saying, I was talking to my folks earlier today, and...something my mom said...Mama Vy, that is...well, it just got to me."

"Oh? Got to you how?"

Scootaloo frowned, falling onto her haunches and looking at her hooves. "I...look, I know I try to be, you know...cool all the time, but I..." She glanced back at the door, absurdly worried they might be overheard. She looked back at Silver Spoon. "Promise me you'll keep this to yourself?"

"Keep what?"

"What I'm about to say, obviously. You promise?"

Silver Spoon raised an eyebrow at her, confused. "I guess, sure."

"Even from Diamond Tiara?"

She shrugged. "Sure."

Scootaloo sighed. "The truth is, no matter how I like to act, I love my moms, and I want to make them proud. I hate seeing them upset at me, or disappointed in me. It's way, way worse than having them mad and yelling at me."

"Oh, is that all?" Silver Spoon said, the confusion fading.

"All?" Scootaloo stared at her. "Were you not listening?"

"Of course I was, Scootaloo, but come on. I was at your house the other night. Even I could tell you love your parents...and it's pretty clear they really love you, too..." Silver Spoon's voice suddenly became quiet and sad as she looked away from Scootaloo and down at her own crossed hooves.

"Huh," Scootaloo said, genuinely nonplussed. She had noticed the change in tone, and waited for a moment for Silver Spoon to continue, to explain why this was an apparently sad topic for her. When no explanation was forthcoming, however, she cleared her throat and continued. "Well...yeah, so, like I was saying, I talked to Mama Vy about this afternoon, and she was pretty spurred off about it. I mean, she didn't yell or anything, but I could tell she was really disappointed, and I..." She sighed. "I don't want to be that pony anymore. I don't want them to be disappointed in me. I don't want to be a...bully."

Silver Spoon looked at her, eyes widening slightly. "A bully, huh?"

"Yeah," Scootaloo said, shrugging. "I mean, that's basically what you think I am, right?"

Silver Spoon nodded, eyeing her curiously. "Yes, well...I just never imagined you'd actually apply the term to yourself. As I recall," she continued dryly, "you and your friends were rather fond of using the same word to describe Tiara and me."

"Well, sure," Scootaloo said, "but that was just because...well, you kinda are. Were," she corrected herself, remembering Silver Spoon's unexpected defense of her from earlier in the day.

"Uh-huh," Silver Spoon said, her tone still distinctly unamused.

Scootaloo pursed her lips, annoyed. "Oh, come on. Are you really going to tell me you don't think you were just a little bit of a bully to us, too?"

Silver Spoon scowled at her. "I think sometimes you deserved it."

Scootaloo snorted derisively. "And sometimes you did, too."

For an instant, it looked as though Silver Spoon was going to retort and deny the accusation, but the mutinous expression on her face slowly faded and she sighed, looking down at her books. "Yeah, sometimes we probably did."

"Look, I'm not saying you were always in the wrong, or that we never took a shot at you and Tiara just because...I'm just saying that neither of us is totally innocent. And like I said, I've been talking with my parents, and...well, sometimes they make sense. Not often," she interjected with a smirk that Silver Spoon almost returned, "but tonight, at least, I think my mom was right. Anyway, that's why I'm here tonight. I just wanted to apologize for this afternoon, cuz I know you were really upset, and I was being a jerk."

"What do you mean 'this afternoon'? What did you do this afternoon?" Silver Spoon raised an eyebrow at her. "I'm the one that came up to you and started accusing you of stuff you didn't do, remember?"

"Yeah, about that..." Here it was, Scootaloo thought, the moment of truth. With a grimace and a deep, steadying breath, she said, "Well, it turns out that when you caught up with me after class and asked me if I'd screwed up on purpose, I might...possibly...have been lying when I said no." She closed her eyes and gritted her teeth, preparing for the storm.

It didn't come. Not immediately, anyway. When Silver Spoon spoke, her voice was strangely quiet and even. "So it's true, then? You did screw up on purpose after all?"

Scootaloo nodded shamefully. "Yeah, I did. I know, I shouldn't have, and I'm sorry about it, I just thought..."

"You thought I needed your help." The voice took on a sharper tone, each word a stinging accusation. "You figured you'd make the simplest mistake you could, on the off-chance that I might notice, and then you'd be able to pat yourself on the back for giving me something to be proud of, is that about it?"

Scootaloo winced, still not quite meeting the other filly's gaze. "Well, it wasn't really for my benefit. I mean, I just wanted to do it for you, you know, give you a little boost, that's all. I didn't really think--"

"No, clearly not," Silver Spoon interrupted her with a snap. "You didn't think at all, did you? You just said to yourself, 'Oh, silly little Silver Spoon never gets to look good in front of the class, and I always do.'" She spoke in a lilting, sarcastic tone and batted her eyes as she feigned mimicking Scootaloo. "'I'll just make this one huge, obvious mistake that even she couldn't miss. Then she can fix it and Miss Cheerilee will be impressed and the class will be impressed and she can go home feeling good about herself for once.'" She glared coldly at Scootaloo, who resisted the urge to furiously defend herself, and simply continued staring at Silver Spoon's crossed forelegs. "Does that sound about right, Scootaloo? Is that what you were after?"

Scootaloo sighed heavily. "Yeah, sort of." She finally managed to drag her eyes up to meet Silver Spoon's. She wasn't entirely surprised to see tears glistening on the lower lids, shimmering behind her glasses. Her stomach squirmed uncomfortably. "Look, Spoon, I'm really sorry. I didn't mean to upset you like this, I promise. I honestly didn't think anyone would notice, and that you'd just...I dunno, think you'd gotten one up on me, and that that would make you feel less...well...not stupid, because you're not, but less..." Scootaloo floundered for a moment, struggling to think of a word to accurately convey her intent without sounding condescending.

"I get it," Silver Spoon rescued her with a quiet murmur. "I get it. You were just trying to help." Her voice was soft and...apologetic? It almost sounded as though she felt bad for being angry at Scootaloo.

Stunned, the orange pegasus said quickly, "Look, don't misunderstand me, I'm not trying to excuse what I did, or suggest you should be thankful or anything like that. I was being stupid, trying to...I dunno, even the playing field or something. I should've just let it go when I had the chance, or at least tell the truth when you caught me afterwards. You totally deserve to be mad at me."

"I'm not," Silver Spoon said softly, looking down at her hooves. "I wasn't mad this afternoon, either. I was just upset that I needed the help to look good...at all. And I was really upset that your little trick actually did make me feel really good about myself...at least, for a little while..." Silver Spoon's voice broke and shook as she spoke, and she raised a hoof to unseat her glasses, lightly dabbing at her eyes with the pristine silver fur of her foreleg to prevent the tears in her voice from escaping down her cheeks. "For what it's worth, your plan worked. It was nice, getting to be right for once. Not to have Miss Cheerilee shaking her head and asking someone else to come up and correct me...well, at least not for that." She smiled, the deep violet irises of her uncovered eyes shimmering gently as the tears she refused to let fall collected in them.

Scootaloo's heart ached for the other filly. Years ago, in what seemed another lifetime, Scootaloo remembered what it was like to be considered a complete failure. Watching all her friends effortlessly take to the skies while she remained grounded, her wings strong enough to take her to the tips of her hooves but no further, had been thoroughly humiliating. The shame had only intensified any time somepony had tried to 'help' her, either by offering to carry her somewhere--which made her feel useless--or by electing to stay behind with her on the ground when everypony else went somewhere airborne--which made her feel like a burden, a pitiful failure fit only to boost the egos of those who voluntarily sacrificed their own abilities for her sake. The crushing embarrassment of being patronized was immensely worse than simply being incapable. She frowned. "No. No, it didn't."

Silver Spoon blinked. "What do you mean?"

"My plan. It didn't work at all, because it was a stupid plan." Scootaloo sighed heavily and stood up, coming over to the bed and putting her forelegs up on the bedspread, looking Silver Spoon directly in the eye for the first time since she'd arrived. The silver filly leaned back a bit, clearly surprised by the sudden approach. "Silver Spoon, I made a mistake. I shouldn't have tried to 'help' like that. It wasn't fair to you, and while I'm glad if it made you happy, it was an insult to your intelligence. Look, if I ever actually do mess up doing a problem on the board--not that I will, of course," she smirked, and Silver Spoon smiled wanly, "but if I ever do, I hope you catch me, because you're the only one I think I could stand being shown up by."

Silver Spoon's mouth fell open slightly. "Wait, what? What do you mean? I thought you hated me...thought I was stupid and all that."

Scootaloo shook her head, her short mane whipping around her face energetically. "I don't. Not anymore, anyway. Look, I get it: around Diamond Tiara, you've gotta save face, right? She's real insecure, so you gotta follow her lead, agree with whatever she says or does or whatever, cuz she'll get mad at you if you don't, right?" Silver Spoon didn't respond, but looked away from Scootaloo's eyes, glancing down at her bedspread. "That's cool, alright? You and Tiara have been friends forever, and if that's how you guys work, that's fine. My friends and I have our own weird things you probably wouldn't get, either. You should hear some of the stupid things we argue about."

Scootaloo rolled her eyes theatrically, and Silver Spoon actually smiled, looking up at her from behind a curtain of silver hair. For an instant, a similar image from her memories flashed across her imagination, but she ignored it and continued. "But I've spent a few hours with you away from Tiara, and I gotta say, I kinda like who you are on your own."

Silver Spoon's eyes widened in surprise. "Really? You mean it?"

Scootaloo shrugged. "Sure. I mean, when you let your guard down, when we've gone an hour or so without sniping at each other and you relax, you're pretty cool. You're friendly enough, you've got a sense of humor, you're fun to chat with, and you're a really good listener...or at least, you listened really well when we were studying the other night."

Silver Spoon smiled as a light blush crept across her cheeks. "Yeah, well...you're not so bad yourself. And you're easy to listen to, at least when you're talking about something you love." She grinned slyly. "Even if that 'thing' you love is something insane...like math."

Scootaloo grinned. "No accounting for taste, right? Well, give it a little while. You let me keep teaching you, and you might find yourself falling head over hooves for it, too."

Silver Spoon actually laughed out loud, something Scootaloo realized with a start that she'd never really heard before. The only time she'd heard Silver Spoon laughing, it had either been drowned out in a crowd or mocking her. This was a different kind of laughter, a tittering, quiet giggle that started with a shy grin and traced a pleasant joy across her face. Her mane danced with her laughter, the hair falling in front of her shoulders and curling loosely under her chin, and she absently pushed it back out of her face as the laughter faded and she shook her head. "I don't think so. Math and I don't really get along."

Scootaloo shrugged. "Oh, I dunno. You seemed to be getting the hang of it pretty well when we were studying the other night."

"Maybe you're just the best math teacher I've ever had." Scootaloo smirked and rolled her eyes, but Silver Spoon continued, shaking her head again. "No, I mean it, Scootaloo. I know this sounds crazy and stupid, but no one's ever really made it...make sense like you did." She ran a hoof awkwardly through her mane and looked away. "It was nice. I like feeling...average, at least."

Scootaloo sat back, folding her ears in shame. "Aw, jeez, Silver Spoon, now you're making me feel even worse about all the crap I've been giving you."

The silver filly looked sideways at her with a sly smile. "Well, good. Maybe you won't do it anymore." Scootaloo rolled her eyes, but giggled just the same. "Anyway," Silver Spoon said, "I know it's late, and you probably have to get home."

Scootaloo nodded, absently glancing at the windows, even though the heavy drapes and the bright interior lighting made it impossible to tell how dark it was outside. "Yeah, probably. Hey, thanks for letting me in to talk." She smiled. "I really appreciate it."

Silver Spoon smiled back. "No, thank you for coming over. I...really needed a little boost tonight." She paused for a moment before continuing, almost to herself, "It's been a really rough day."

For a few seconds, Scootaloo contemplated asking her to elaborate on this, but a sudden peal of thunder pricked her ears and sent an icy stab of dread through her midsection. "Oh, no..."

Silver Spoon looked at her covered windows with apprehension. "Uh, oh...is it...?" She hopped down off of the bed and trotted over to the window with Scootaloo trailing close behind. Their combined fears were confirmed before they even pulled the curtain aside as the ominous rush of a sudden downpour swelled into a pelting rattle against the window pane. Together, they stared out into the impenetrable blackness of a storm-torn night, the fairy lights all along the hoofpath to the main street barely visible through the deluge.

Scootaloo winced as a streak of lightning lanced across the sky, sending a shock of thunder rolling through the house. The enormous building reverberated with surprising force as it caught a larger segment of the sound waves washing over it. "Buck, I knew that was going to happen. I'm gonna get soaked walking home."

Silver Spoon stared at her, agog. "Are you insane? You can't go out there in that! You'll drown!"

Scootaloo scoffed at her. "Aw, don't be silly. I'm a pegasus. A little weather never stopped a pegasus before."

Silver Spoon pursed her lips, her forehead lined with worry. "Even so, this is way more than a little weather. Isn't is supposed to be a pretty serious storm?"

Scootaloo glanced out at the rain lashing the window. Her bravado slipped some as the wind howled furiously outside, daring her to come and test its might. "Well...yeah, it's supposed to make up for all the time they lost when it was too cold to fly routine weather patterns...supposed to go all night, too..." She huffed in exasperation, blowing her bangs up off her forehead. "But what else am I supposed to do? I can't stay here, obviously."

"You can't? Why not?" Silver Spoon asked.

Scootaloo blinked at her, surprised. "Uh...because duh? How weird would that be?" She snorted derisively. "We're not exactly best buds, you know. We're just barely 'not enemies'."

"Maybe," Silver Spoon said, tilting her head towards the window, "but you really think you should go out in that? We may not be friends or anything, but I don't exactly want you to die of the flu, either."

"Pegasi don't get 'the flu'," she scoffed. "We don't get sick from being wet and cold, anyway. That's a unicorn thing."

"Still," Silver Spoon persisted, "you should at least spend the night in one of the guest rooms."

Scootaloo eyed her suspiciously. "What's up with you? Why are you being so pushy about this?"

Silver Spoon rolled her eyes. "Because, you featherbrain, if you get struck by lightning and killed, I'm going to feel really bad that you died because you had to come out and apologize for something that could have waited until tomorrow at least."

"Hah," Scootaloo snorted, "I wish it could have waited. My mother would've shut the door in my face if I hadn't come out here and taken care of it tonight."

"Wait..." Silver Spoon's voice lost the sharp edge that had just begun to creep into it. "So this whole thing...it wasn't your idea?"

"Oh, no, I don't mean it like that." Scootaloo shook her head. "I was going to do it anyway, even though it didn't really...click until my mom came and talked to me about it. It's just that my parents are big on not letting the sun set on an argument." She sighed heavily. "Which is fine for them, of course, because they just get into this huge shouting match, then go to their separate studios and mess around with their music for a while, then come out like fifteen minutes later and go into the bedroom to talk it out. They never go to bed mad at each other." She injected as much saccharine sentiment into the word as she could, pulling a face as she did so. "It's gross."

Silver Spoon giggled. "I think it's sweet."

"Yeah, you should try living with it. Anyway, if I'm going to spend the night here, I guess I better get set up, huh?"

Silver Spoon nodded. "Yeah, let me go get Intricacy to make up the guest room for you."

"Intricacy?"

"Our butler. White unicorn? Led you up here. Like, twenty minutes ago?"

"Ah," Scootaloo nodded, "right. Alright, should I come with you, or...?"

"No, you can just stay here. I'll be back in a minute." She started to leave, then paused and gave Scootaloo a look. "Don't touch anything," she said with a slightly raised eyebrow.

Scootaloo scowled at her. "I wasn't going to."

Silver Spoon found Intricacy a few minutes later in the grand stairwell, casually casting his expert gaze about the room, verifying that all the chores had been done before he went to bed for the night. "Hey, 'Cacy, could we get one of the guest bedrooms ready for Scootaloo? She's going to have to spend the night because of the storm."

"Oh?" The unicorn paused in his examination, glancing back at her. "I was unaware that pegasi were troubled by bad weather."

"Well, no," Silver Spoon said, "she's not concerned about it, but I don't really think it's safe for her to walk home in the lightning and the rain and wind and such."

"I see. Well, I'm terribly sorry, Miss Spoon, but all the guest bedrooms are unavailable tonight."

Silver Spoon blinked. "What? Why?"

"Your father has several associates staying in town for the week, and the remaining rooms are still being renovated."

"We're renovating the guest rooms?"

Intricacy nodded. "Master Silversmith has decided to have the interior of the manor updated, to maintain a sense of modernity for those occasions--like this week--when he has guests to stay."

"Huh. I guess I hadn't noticed."

"I should hope not," Intricacy sniffed self-importantly. "I personally insure the work is as unobtrusive and invisible as possible. Improving one's home should not interfere with one's life. In any event, there is no reason you should have noticed, as you typically only have one guest at a time, and she typically passes the night in your bedroom." He paused, eyeing her curiously. "Is that not an option tonight?"

Silver Spoon pursed her lips. "I don't think Scootaloo would be particularly enthusiastic about it..."

"And you?"

"And me what?"

Intricacy shrugged. "It is your room. I would have thought your opinion would be of primary concern, not hers."

"Well, she is my guest."

"True," Intricacy agreed, his calm but intense eyes still hovering steadily on hers. "Well, if she does want to spend the night--or if you want her to, of course--that is unfortunately the only option."

Silver Spoon considered this for several seconds before sighing shallowly and nodding. "Alright, could you have a spare bed and some overnight sundries sent to my room, then? Oh, and please let her parents know she's okay."

Intricacy smiled and nodded back. "Of course, madam."